MSG Knickerbockers completes 1-for-2 Rangers spin-off

Unaudited pro forma statements report MSGK continuing-operations revenue of $816.552 million and net income of $26.334 million for fiscal 2026.

Rhea-AI Filing Summary

Madison Square Garden Sports Corp. (now MSG Knickerbockers Corp., MSGK) distributed all shares of MSG Rangers Corp. to its stockholders on October 26, 2026, separating the New York Rangers business. Holders received one share of the corresponding MSG Rangers class for every two shares of the same MSGK class held on October 20, 2026. Future transfers of Rangers ownership, its location, and certain other asset or ownership transfers require NHL consent, subject to exceptions; the parties also agreed to release NHL entities from claims. MSGK will report the Rangers business as discontinued operations through the distribution date beginning with the quarter ended December 31, 2026.

The unaudited pro forma statements show continuing-operations revenue of $816.552 million and net income of $26.334 million for fiscal 2026; the company cautions these illustrative figures are not representative of future results. MSGK’s name change took effect October 26, 2026. Amended agreements provide annual base salaries of at least $1,016,000 for James L. Dolan, $508,000 for David Granville-Smith, $412,750 for Paul DiCicco, and $635,000 for Jamaal T. Lesane, and set their respective annual long-term award targets at $4,953,000, $1,079,500, $412,750, and $952,500. Dolan received a one-time $10 million cash award, paid October 26.

Filing Explained

On the June 30, 2026 pro forma balance sheet, modeled cash is $145,256 thousand and long-term debt is $242,000 thousand.

The unaudited pro forma balance sheet models MSG Knickerbockers’ post-separation position as of June 30, 2026, showing $1,050,578 thousand in assets and $1,278,938 thousand in liabilities.

The pro forma continuing-operations results include some general corporate overhead that does not qualify for discontinued-operations presentation; the company expects a significant portion of those expenses will no longer be incurred after the distribution.

8-K Event Classification

5 items: 1.01, 2.01, 5.02, 5.03, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Distribution ratio: 1 MSG Rangers share for every 2 MSGK shares Dolan cash award: $10 million Revenue: $816.552 million +5 more

8 metrics

Distribution ratio 1 MSG Rangers share for every 2 MSGK shares Distribution to stockholders

Dolan cash award $10 million One-time award paid October 26, 2026

Revenue $816.552 million Unaudited pro forma continuing operations, fiscal year ended June 30, 2026

Net income $26.334 million Unaudited pro forma, fiscal year ended June 30, 2026

Revenue $707.204 million Unaudited pro forma continuing operations, fiscal year ended June 30, 2025

Revenue $625.617 million Unaudited pro forma continuing operations, fiscal year ended June 30, 2024

Total assets $1,050.578 million Unaudited pro forma balance sheet as of June 30, 2026

Cash and cash equivalents $145.256 million Unaudited pro forma balance sheet as of June 30, 2026

Key Terms

Transfer Consent Agreement, discontinued operations, Transaction Accounting Adjustments, Pro Forma Continuing Operations, +1 more

5 terms

Transfer Consent Agreement regulatory

"entered into a Transfer Consent Agreement with the National Hockey League"

discontinued operations financial

"reflected in the Registrant’s consolidated financial statements as discontinued operations"

Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.

Transaction Accounting Adjustments financial

"All adjustments shown on the unaudited pro forma consolidated financial information are transaction accounting adjustments"

Pro Forma Continuing Operations financial

"Pro Forma Continuing Operations"

with-and-without method technical

"determined using the “with-and-without method.”"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many MSG Rangers shares did MSGK stockholders receive?

Each holder received one share of the corresponding MSG Rangers class for every two shares of the same MSGK class held of record as of the close of business, New York City time, on October 20, 2026.

What future Rangers transfers require NHL consent under MSGK’s agreement?

Future transfers of ownership of the Rangers, the location of the Rangers, and certain other transfers of assets or ownership require NHL consent, subject to exceptions. The parties also agreed to release NHL entities from claims against them.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/27/2026 - 04:24 PM EDT Accepted by SEC EDGAR 10/27/2026 - 04:24 PM EDT Learn about SEC filing dates

false 0001636519 --06-30 0001636519 2026-10-23 2026-10-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 23, 2026

MSG KNICKERBOCKERS CORP.

(Exact Name of Registrant as Specified in Charter)

Nevada		001-36900		47-3373056
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2 Penn Plaza, New York, New York		10121
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 465-6300

Madison Square Garden Sports Corp.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Class A Common Stock		MSGK		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

NHL Transfer Consent Agreement

On October 23, 2026, MSG Knickerbockers Corp. (formerly Madison Square Garden Sports Corp. and referred to herein as the “Registrant”), MSG Rangers Corp. (formerly MSGS Spinco, Inc. and referred to herein as “MSG Rangers”) and certain of their subsidiaries, entered into a Transfer Consent Agreement with the National Hockey League (“NHL”) pursuant to which the parties acknowledge that future transfers of the ownership of the New York Rangers hockey club (the “Rangers”), the location of the Rangers or certain other transfers of assets or ownership, subject to exceptions, will require the consent of the NHL. The Registrant parties and MSG Rangers parties also agreed to release the NHL entities from any claims against them.

The description above is qualified in its entirety by reference to the Transfer Consent Agreement, which is attached as Exhibits 10.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 26, 2026, the Registrant distributed all of the issued and outstanding shares of the common stock of MSG Rangers to its stockholders (the “Distribution”). MSG Rangers owns, directly or indirectly, the Rangers business previously owned and operated by the Registrant (collectively, the “Spinco Business”). In the Distribution, (a) each holder of the Registrant’s Class A common stock, par value $0.01 per share (“Registrant Class A Common Stock”), received one share of MSG Rangers Class A common stock, par value $0.01 per share (“MSG Rangers Class A Common Stock”), for every two shares of Registrant Class A Common Stock held of record as of the close of business, New York City time, on October 20, 2026 (the “Record Date”) and (b) each holder of the Registrant’s Class B common stock, par value $0.01 per share (“Registrant Class B Common Stock”), received one share of MSG Rangers Class B common stock, par value $0.01 per share, for every two shares of Registrant Class B Common Stock held of record as of the close of business, New York City time, on the Record Date.

Subsequent to the Distribution, the Registrant will no longer include the financial results of the Spinco Business for the purpose of its own financial reporting. After the date of the Distribution, the historical financial results of the Spinco Business will be reflected in the consolidated financial statements of the Registrant as discontinued operations for all periods presented through the Distribution date, beginning with the financial statements to be filed for the fiscal quarter ended December 31, 2026.

Filed as Exhibit 99.1 to this Current Report on Form 8-K are the unaudited pro forma consolidated balance sheet of the Registrant as of June 30, 2026 and the unaudited pro forma condensed consolidated statements of operations of the Registrant for the fiscal years ended June 30, 2026, 2025 and 2024, in each case giving effect to the Distribution.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Employment Agreements

Employment Agreement with James L. Dolan

On October 26, 2026, the Registrant amended and restated the existing employment agreement with James L. Dolan, the Registrant’s Executive Chairman and Chief Executive Officer (the “Amended and Restated Dolan Employment Agreement”). The Amended and Restated Dolan Employment Agreement is substantially the same as the existing employment agreement between the Registrant and Mr. Dolan, except that the Amended and Restated Dolan Employment Agreement (i) provides for an annual base salary of not less than $1,016,000, (ii) decreases the aggregate target value of Mr. Dolan’s annual long-term awards to $4,953,000 and (iii) acknowledges that Mr. Dolan will also be employed by MSG Rangers during his employment with the Registrant.

The description above is qualified in its entirety by reference to the Amended and Restated Dolan Employment Agreement, which is attached as Exhibit 10.2 hereto and incorporated into this Item 5.02 by reference.

Employment Agreement with David Granville-Smith

On October 26, 2026, the Registrant amended the existing employment agreement with David Granville-Smith, the Registrant’s Executive Vice President, to (i) provide for an annual base salary of not less than $508,000, (ii) decrease the aggregate target value of Mr. Granville-Smith’s annual long-term awards to $1,079,500 and (iii) acknowledge that Mr. Granville-Smith will also be employed by MSG Rangers during his employment with the Registrant (the “Granville-Smith Employment Agreement Amendment”).

The description above is qualified in its entirety by reference to the Granville-Smith Employment Agreement Amendment, which is attached as Exhibit 10.3 hereto and incorporated into this Item 5.02 by reference.

Employment Agreement with Paul DiCicco

On October 26, 2026, the Registrant amended the existing employment agreement with Paul DiCicco, the Registrant’s Executive Vice President, Chief Financial Officer and Treasurer, to (i) provide for an annual base salary of not less than $412,750, (ii) decrease the aggregate target value of Mr. DiCicco’s annual long-term awards to $412,750 and (iii) acknowledge that Mr. DiCicco will also be employed by MSG Rangers during his employment with the Registrant (the “DiCicco Employment Agreement Amendment”).

The description above is qualified in its entirety by reference to the DiCicco Employment Agreement Amendment, which is attached as Exhibit 10.4 hereto and incorporated into this Item 5.02 by reference.

Employment Agreement with Jamaal T. Lesane

On October 26, 2026, the Registrant amended the existing employment agreement with Jamaal T. Lesane, the Registrant’s Executive Vice President and Chief Legal Officer, to (i) provide for an annual base salary of not less than $635,000, (ii) decrease the aggregate target value of Mr. Lesane’s annual long-term awards to $952,500 and (iii) acknowledge that Mr. Lesane will also be employed by MSG Rangers during his employment with the Registrant (the “Lesane Employment Agreement Amendment”).

The description above is qualified in its entirety by reference to the Lesane Employment Agreement Amendment, which is attached as Exhibit 10.5 hereto and incorporated into this Item 5.02 by reference.

Distribution Award

On October 23, 2026, the Compensation Committee of the Board of Directors of the Registrant approved a one-time cash award of $10,000,000 to James L. Dolan, the Registrant’s Executive Chairman and Chief Executive Officer, in recognition of his significant efforts and leadership in connection with the Distribution. Mr. Dolan’s cash award was paid on October 26, 2026 in a single lump sum, less applicable taxes and withholdings, in accordance with the Registrant’s standard payroll practices and procedures.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 26, 2026, the Registrant filed with the Nevada Secretary of State a certificate of amendment (the “Certificate of Amendment”) to its articles of incorporation to change its name from Madison Square Garden Sports Corp. to MSG Knickerbockers Corp. effective as of 11:59 p.m. on October 26, 2026. The Registrant also amended its bylaws to conform the provisions relating to exclusive forum to reflect changes in Nevada law and practice and to change its name from Madison Square Garden Sports Corp. to MSG Knickerbockers Corp. effective as of 11:59 p.m. Eastern Time on October 26, 2026 (the “A&R Bylaws”).

The above description does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment and the A&R Bylaws, which are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated into this Item 5.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The unaudited pro forma consolidated balance sheet of the Registrant as of June 30, 2026 and the unaudited pro forma condensed consolidated statements of operations of the Registrant for the fiscal years ended June 30, 2026, 2025 and 2024 are filed as Exhibit 99.1 to this Current Report on Form 8-K.

(d) Exhibits

3.1		Certificate of Amendment to the Articles of Incorporation of Madison Square Garden Sports Corp. (renamed MSG Knickerbockers Corp.), dated October 26, 2026.
3.2		Amended and Restated Bylaws of MSG Knickerbockers Corp., dated October 26, 2026.
10.1		NHL Transfer Consent Agreement, dated as of October 23, 2026, between the National Hockey League and New York Rangers LLC, Rangers Holdings, LLC, MSG NYR Holdings, LLC, MSGS Spinco, Inc. (renamed MSG Rangers Corp.), MSG Sports, LLC (renamed MSG Knicks, LLC) and Madison Square Garden Sports Corp. (renamed MSG Knickerbockers Corp.).#
10.2		Employment Agreement, dated as of July 1, 2024, between Madison Square Garden Sports Corp. (renamed MSG Knickerbockers Corp.) and James L. Dolan, as amended and restated as of October 26, 2026.†
10.3		Employment Agreement Amendment, dated as of October 26, 2026, between Madison Square Garden Sports Corp. (renamed MSG Knickerbockers Corp.) and David Granville-Smith.†
10.4		Employment Agreement Amendment, dated as of October 26, 2026, between Madison Square Garden Sports Corp. (renamed MSG Knickerbockers Corp.) and Paul DiCicco.†
10.5		Employment Agreement Amendment, dated as of October 26, 2026, between Madison Square Garden Sports Corp. (renamed MSG Knickerbockers Corp.) and Jamaal T. Lesane.†
99.1		Unaudited pro forma consolidated balance sheet of MSG Knickerbockers Corp. as of June 30, 2026 and the unaudited pro forma condensed consolidated statements of operations of MSG Knickerbockers Corp. for the fiscal years ended June 30, 2026, 2025 and 2024.
104		Cover Page Interactive Data File (embedded within the inline XRBL document).

# Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant will furnish the omitted exhibits and schedules to the SEC upon request.

† This exhibit is a management contract or a compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						MSG KNICKERBOCKERS CORP.
Date: October 27, 2026
				By:		/s/ Mark Cresitello
				Name:		Mark Cresitello
				Title:		Senior Vice President, Deputy General Counsel and Secretary

Exhibit 99.1

MSG KNICKERBOCKERS CORP.

(FORMERLY MADISON SQUARE GARDEN SPORTS CORP.)

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

(Dollars in thousands)

On October 26, 2026, MSG Knickerbockers Corp., formerly Madison Square Garden Sports Corp. (the “Registrant”), distributed all of the outstanding common stock of MSG Rangers Corp., formerly MSGS Spinco, Inc. (“MSGR”), to its stockholders (the “Distribution”). The Registrant contributed to MSGR the Registrant’s subsidiaries that hold all of the interests in the New York Rangers business previously owned and operated by the Registrant. Subsequent to the Distribution, the Registrant will no longer consolidate the financial results of MSGR for the purpose of its own financial reporting. MSGR is now a New York Stock Exchange listed public company under the symbol “MSGR.” After the date of the Distribution, the historical financial results of MSGR will be reflected in the Registrant’s consolidated financial statements as discontinued operations under U.S. generally accepted accounting principles (“GAAP”) for all periods presented through the Distribution date, effective with the filing with the U.S. Securities and Exchange Commission (the “SEC”) of the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2026.

The accompanying unaudited pro forma consolidated financial information reflects certain known impacts of the Distribution and the separation of MSGR from the Registrant. The unaudited pro forma consolidated statements of operations present MSGR as discontinued operations for the years ended June 30, 2026, 2025 and 2024, respectively, in a manner consistent with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 205-20, Discontinued Operations, as if the Distribution occurred on July 1, 2023. In addition, the unaudited pro forma consolidated statements of operations for the year ended June 30, 2026 reflect certain adjustments that are incremental to those related to the Distribution discussed above, as if the other transactions described herein occurred on July 1, 2025. The unaudited pro forma consolidated balance sheet as of June 30, 2026 reflects adjustments related to the Distribution, as well as certain adjustments that are incremental to those related to the Distribution discussed above, as if the other transactions described herein occurred on June 30, 2026. All adjustments shown on the unaudited pro forma consolidated financial information are transaction accounting adjustments.

The unaudited pro forma consolidated financial information has been derived from the Registrant’s historical consolidated financial statements and reflects certain assumptions and adjustments that management believes are reasonable under the circumstances and given the information available at this time. This unaudited pro forma consolidated financial information reflects other adjustments that, in the opinion of management, are necessary to state fairly the pro forma financial position and results of the operations as of and for the periods indicated. The unaudited pro forma consolidated financial information is provided for illustrative and informational purposes only and is not intended to represent or be indicative of what the Registrant’s financial condition or results of operations would have been had the Registrant operated historically as an independent organization from MSGR or if the Distribution had occurred on the dates indicated. The unaudited pro forma consolidated financial information also should not be considered representative of the Registrant’s future consolidated financial position or consolidated results of operations. The unaudited pro forma consolidated financial information should be read in conjunction with the Registrant’s historical consolidated financial statements and accompanying notes.

The unaudited pro forma consolidated financial information has been prepared in accordance with Regulation S-X Article 11, Pro Forma Financial Information.

The following is a brief description of the amounts recorded under each of the column headings in the accompanying unaudited pro forma consolidated financial information:

Historical

This column represents the Registrant’s historical financial position as of June 30, 2026 and historical results of operations for the years ended June 30, 2026, 2025 and 2024 prior to any adjustments for the Distribution and pro forma adjustments described under the headings “Distribution of MSGR” and “Transaction Accounting Adjustments” below.

Distribution of MSGR

This column represents the elimination of the historical assets and liabilities and results of operations of MSGR from the Registrant’s historical consolidated balance sheet as of June 30, 2026 and statements of operations for the years ended June 30, 2026, 2025, and 2024, respectively. Amounts in this column for the statement of operations for the year ended June 30, 2026 also include transaction costs directly attributable to the Distribution. Amounts in this column will be reflected in the Registrant’s consolidated financial statements as discontinued operations in the Registrant’s filings with the SEC subsequent to the Distribution.

Pro Forma Continuing Operations

This column represents the Registrant’s historical results of operations after the adjustments made to reflect the transactions associated with the Distribution that qualify as discontinued operations under GAAP. Note that amounts in this column include certain general corporate overhead costs that do not meet the criteria for discontinued operations presentation and thus will be presented in future filings as part of the Registrant’s continuing operations. However, the Registrant expects that a significant portion of these expenses will no longer be incurred by the Registrant subsequent to the Distribution.

Transaction Accounting Adjustments

This column represents the impacts of the Distribution and related transactions based on available information and assumptions that the Registrant’s management believes are reasonable. The Transaction Accounting Adjustments represent the Registrant’s current best estimates and may differ materially from those that will be calculated to report MSGR as discontinued operations in the Registrant’s future filings.

2

MSG KNICKERBOCKERS CORP.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE FISCAL YEAR ENDED JUNE 30, 2026

(Dollars in thousands, except per share data)

		(1) Historical (a)				(2) Distribution of MSGR (b)				(1) - (2) = (3) Pro Forma Continuing Operations (c)				(4) Transaction Accounting Adjustments				Notes				(3) + (4) = (5) Pro Forma
Revenues		$	1,153,822			$	337,270			$	816,552			$	—							$	816,552
Operating expenses:
Direct operating expenses			833,702				264,846				568,856				(794	)			(d)				573,361
															5,299				(e)
Selling, general and administrative expenses			285,995				55,304				230,691				(42,667	)			(d)				189,934
															1,910				(f)
Depreciation and amortization			3,179				2,348				831				—								831
Restructuring charges			2,078				750				1,328				—								1,328
Operating income			28,868				14,022				14,846				36,252								51,098
Other income (expense):
Interest income			2,939				37				2,902				—								2,902
Interest expense			(21,085	)			(3,528	)			(17,557	)			—								(17,557	)
Miscellaneous income (expense), net			7,261				—				7,261				—								7,261
			(10,885	)			(3,491	)			(7,394	)			—								(7,394	)
Income (loss) before income taxes			17,983				10,531				7,452				36,252								43,704
Income tax expense			(10,224	)			(4,716	)			(5,508	)			(11,862	)			(g)				(17,370	)
Net income (loss)		$	7,759			$	5,815			$	1,944			$	24,390							$	26,334
Basic earnings (loss) per common share attributable to MSG Knickerbockers Corp.’s stockholders		$	0.32																(h)			$	1.09
Diluted earnings (loss) per common share attributable to MSG Knickerbockers Corp.’s stockholders		$	0.32																(h)			$	1.09
Weighted-average number of common shares outstanding:
Basic			24,154																(h)				24,154
Diluted			24,252																(h)				24,252

3

MSG KNICKERBOCKERS CORP.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE FISCAL YEAR ENDED JUNE 30, 2025

(Dollars in thousands, except per share data)

		(1) Historical (a)				(2) Distribution of MSGR (b)				(1) - (2) = (3) Pro Forma Continuing Operations (c)
Revenues		$	1,039,220			$	332,016			$	707,204
Operating expenses:
Direct operating expenses			755,118				259,112				496,006
Selling, general and administrative expenses			266,076				51,302				214,774
Depreciation and amortization			3,218				2,461				757
Operating income			14,808				19,141				(4,333	)
Other income (expense):
Interest income			4,034				63				3,971
Interest expense			(21,652	)			(4,014	)			(17,638	)
Miscellaneous income (expense), net			(14,462	)			—				(14,462	)
			(32,080	)			(3,951	)			(28,129	)
Income (loss) before income taxes			(17,272	)			15,190				(32,462	)
Income tax (expense) benefit			(5,166	)			(6,504	)			1,338
Net income (loss)		$	(22,438	)		$	8,686			$	(31,124	)
Basic earnings (loss) per common share attributable to MSG Knickerbockers Corp.’s stockholders		$	(0.93	)						$	(1.29	)			(h	)
Diluted earnings (loss) per common share attributable to MSG Knickerbockers Corp.’s stockholders		$	(0.93	)						$	(1.29	)			(h	)
Weighted-average number of common shares outstanding:
Basic			24,089								24,089				(h	)
Diluted			24,089								24,089				(h	)

4

MSG KNICKERBOCKERS CORP.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE FISCAL YEAR ENDED JUNE 30, 2024

(Dollars in thousands, except per share data)

		(1) Historical (a)				(2) Distribution of MSGR (b)				(1) - (2) = (3) Pro Forma Continuing Operations (c)
Revenues		$	1,027,149			$	401,532			$	625,617
Operating expenses:
Direct operating expenses			616,514				270,207				346,307
Selling, general and administrative expenses			261,433				56,476				204,957
Depreciation and amortization			3,164				2,514				650
Operating income			146,038				72,335				73,703
Other income (expense):
Interest income			2,787				86				2,701
Interest expense			(27,589	)			(8,223	)			(19,366	)
Miscellaneous income (expense), net			(15,568	)			—				(15,568	)
			(40,370	)			(8,137	)			(32,233	)
Income (loss) before income taxes			105,668				64,198				41,470
Income tax expense			(46,897	)			(23,129	)			(23,768	)
Net income (loss)		$	58,771			$	41,069			$	17,702
Basic earnings (loss) per common share attributable to MSG Knickerbockers Corp.’s stockholders		$	2.45							$	0.74				(h	)
Diluted earnings (loss) per common share attributable to MSG Knickerbockers Corp.’s stockholders		$	2.44							$	0.73				(h	)
Weighted-average number of common shares outstanding:
Basic			24,011								24,011				(h	)
Diluted			24,096								24,096				(h	)

5

MSG KNICKERBOCKERS CORP.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2026

(Dollars in thousands)

		(1) Historical (a)				(2) Distribution of MSGR (i)				(1) - (2) = (3) Pro Forma Continuing Operations (c)				(4) Transaction Accounting Adjustments				Notes				(3) + (4) = (5) Pro Forma
ASSETS
Current Assets:
Cash and cash equivalents		$	164,511			$	160			$	164,351			$	(19,095	)			(j)			$	145,256
Accounts receivable, net			52,184				9,033				43,151				—								43,151
Net related party receivables			36,103				13,399				22,704				—								22,704
Prepaid expenses			43,104				33,410				9,694				—								9,694
Other current assets			27,388				13,430				13,958				—								13,958
Total current assets			323,290				69,432				253,858				(19,095	)							234,763
Property and equipment, net			27,163				22,944				4,219				—								4,219
Right-of-use lease assets			740,576				266,802				473,774				17,659				(e)				491,433
Indefinite-lived intangible assets			103,644				20,378				83,266				—								83,266
Goodwill			226,523				57,624				168,899				—								168,899
Investments			65,618				—				65,618				—								65,618
Deferred tax assets, net			28,773				28,773				—				—								—
Other assets			22,065				19,685				2,380				—								2,380
Total assets		$	1,537,652			$	485,638			$	1,052,014			$	(1,436	)						$	1,050,578

6

MSG KNICKERBOCKERS CORP.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET (Continued)

AS OF JUNE 30, 2026

(Dollars in thousands)

										(1) - (2) = (3)				(4)
		(1) Historical (a)				(2) Distribution of MSGR (i)				Pro Forma Continuing Operations (c)				Transaction Accounting Adjustments				Notes				(3) + (4) = (5) Pro Forma
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable		$	18,411			$	1,703			$	16,708			$	8,554				(k)			$	25,262
Net related party payables			4,964				47				4,917				—								4,917
Debt			16,500				16,500				—				—								—
Accrued liabilities:
Employee-related costs			159,940				18,258				141,682				—								141,682
League-related accruals			209,926				87,250				122,676				—								122,676
Other accrued liabilities			9,444				1,166				8,278				—								8,278
Operating lease liabilities, current			57,834				19,288				38,546				1,944				(e)				40,490
Deferred revenue			165,416				75,143				90,273				—								90,273
Total current liabilities			642,435				219,355				423,080				10,498								433,578
Long-term debt			242,000				—				242,000				—								242,000
Operating lease liabilities, noncurrent			843,975				312,309				531,666				15,715				(e)				547,381
Other employee-related costs			71,984				18,347				53,637				—								53,637
Deferred tax liabilities, net			—				(1,993	)			1,993				—								1,993
Deferred revenue, noncurrent			554				205				349				—								349
Total liabilities			1,800,948				548,223				1,252,725				26,213								1,278,938
Commitments and contingencies
MSG Knickerbockers Corp. Stockholders’ Equity:											—				—
Class A Common Stock			204				—				204				—								204
Class B Common Stock			45				—				45				—								45
Preferred stock			—				—				—				—								—
Additional paid-in capital			17,090				—				17,090				—								17,090
Treasury stock			(149,858	)			—				(149,858	)			—								(149,858	)
Accumulated deficit			(129,861	)			(62,585	)			(67,276	)			(27,649	)			(j), (k)				(94,925	)
Accumulated other comprehensive loss			(916	)			—				(916	)			—								(916	)
Total equity			(263,296	)			(62,585	)			(200,711	)			(27,649	)							(228,360	)
Total liabilities and equity		$	1,537,652			$	485,638			$	1,052,014			$	(1,436	)						$	1,050,578

7

MSG KNICKERBOCKERS CORP.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

(Dollars in thousands)

(a) Represents the Registrant’s historical statements of operations for the years ended June 30, 2026, 2025 and 2024 and historical consolidated balance sheet as of June 30, 2026, prior to any adjustments for the Distribution and other pro forma adjustments described below.

(b) Represents the results of operations of MSGR for the years ended June 30, 2026, 2025 and 2024 that qualify as discontinued operations under GAAP.

Amounts in this column for the year ended June 30, 2026 also include $3,754 of transaction costs, recorded within selling, general, and administrative expenses, related to the Distribution and incurred by the Registrant during this period, primarily related to accounting, legal and financial advisory fees. Such costs qualify for presentation within discontinued operations under ASC 205-20.

The income tax expense or benefit attributable to continuing and discontinued operations has been determined using the “with-and-without method.” In accordance with ASC 740, Income Taxes, tax effects due to changes in tax laws or rates are included in income tax (expense) benefit attributable to continuing operations.

(c) Represents the Registrant’s historical results of operations, adjusted to reflect transactions associated with the Distribution that qualify as discontinued operations. Amounts in this column include certain general corporate overhead costs that do not meet the criteria for discontinued operations presentation and thus will be presented in future filings as part of the Registrant’s continuing operations. However, the Registrant expects that a significant portion of these expenses will no longer be incurred by the Registrant subsequent to the Distribution, as reflected in the various pro forma adjustments below.

(d) Reflects the net impact of the Transition Services Agreement (“TSA”) entered into in connection with the Distribution and the net impact of employment agreements, as further described in Item 5.02 of this Form 8-K, entered into in connection with the Distribution. Pro forma results from continuing operations of the Registrant include general corporate overhead costs that were historically recorded as the Registrant’s direct operating expenses and selling, general and administrative expenses and do not qualify for discontinued operations presentation under GAAP. Subsequent to the Distribution, the Registrant has agreed to provide certain corporate and other services to MSGR, including with respect to such areas as information technology, accounts payable, payroll, tax, certain legal functions, human resources, insurance and risk management, government affairs, investor relations, corporate communications, benefit plan administration and reporting, and internal audit functions as well as certain marketing functions. MSGR has similarly agreed to provide certain transition services to the Registrant. Cost recoveries and costs for transition services will be presented as a component of direct operating expenses or selling, general and administrative expenses, as applicable.

The table below reflects the components of this pro forma adjustment for the year ended June 30, 2026:

		For the Year Ended June 30, 2026
Net direct operating expense cost recoveries from MSGR pursuant to the TSA		$	794
Net decrease in direct operating expenses		$	794
Net selling, general and administrative cost recoveries from MSGR pursuant to the TSA		$	28,146
Net decrease in selling, general and administrative expenses pursuant to employment agreements entered in connection with the Distribution			14,521
Net decrease in selling, general and administrative expenses		$	42,667

(e) Reflects the impact of the Madison Square Garden Training Center Lease (the “Training Center Lease Agreement”) entered into in connection with the Distribution. After the Distribution, MSGR owns the Madison Square Garden Training Center and leases a portion of the Madison Square Garden Training Center to the Registrant pursuant to the Training Center Lease Agreement. As a result of the Training Center Lease Agreement, the Registrant will begin recognizing operating lease expense, as well as a related right-of-use (“ROU”) asset and corresponding operating lease liability. In addition, the Registrant will pay certain variable operating expenses pursuant to the terms of the Training Center Lease Agreement. As such, the following adjustments were recorded in the unaudited pro forma consolidated balance sheet as of June 30, 2026:

		As of June 30, 2026
Right-of-use lease assets		$	17,659
Operating lease liabilities, current			1,944
Operating lease liabilities, noncurrent			15,715

8

MSG KNICKERBOCKERS CORP.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

(Dollars in thousands)

Additionally, the following adjustments were recorded in the unaudited pro forma consolidated statement of operations for the year ended June 30, 2026 to reflect the impacts of the Training Center Lease Agreement:

		For the Year Ended June 30, 2026
Increase in operating lease expense		$	2,293
Increase in direct operating expenses pursuant to Training Center Lease Agreement			3,006
Net increase in direct operating expenses		$	5,299

(f) Reflects the impact of the Group Ticket Sales Services Agreement entered into with MSGR in connection with the Distribution pursuant to which MSGR will be appointed the sales and service representative to sell group tickets related to the Registrant’s events in exchange for a commission. An adjustment of $1,910 was recorded to reflect commission expense based on group tickets sold during the fiscal year ended June 30, 2026 in the unaudited pro forma consolidated statement of operations for the year ended June 30, 2026.

(g) The income tax effects of the pro forma adjustments in the amount of $11,862 are recorded at the applicable federal and state statutory tax rate for the fiscal year ended June 30, 2026. This resulted in an overall tax expense of $17,370 for the fiscal year ended June 30, 2026 in the unaudited pro forma consolidated statement of operations for the year ended June 30, 2026.

(h) Pro forma earnings per share and pro forma weighted-average basic shares outstanding are based on the number of shares outstanding had the Distribution taken place during the periods presented. Pro forma diluted weighted-average shares outstanding reflect dilution from the assumed vesting of restricted stock units issued by the Registrant, as well as the exercise of stock options granted by the Registrant.

Potentially dilutive common shares were excluded from the calculation of diluted earnings per share for the year ended June 30, 2025 as their inclusion would have been anti-dilutive.

(i) Represents the elimination of the historical assets and liabilities of MSGR from the Registrant’s consolidated balance sheet as of June 30, 2026.

(j) Reflects the net cash of $19,095 that the Registrant contributed to MSGR in connection with the Distribution.

(k) Subsequent to June 30, 2026 and through the date of the Distribution, the Registrant has incurred additional non-recurring costs of approximately $8,554 to complete the Distribution. These costs primarily relate to accounting, legal and financial advisory fees associated with separation activities and will qualify for presentation within discontinued operations under ASC 205-20.

9

Filing Exhibits & Attachments

11 documents

Press Releases

• EX-99.1 EX-99.1 188.2 KB

Agreements & Contracts

• EX-10.1 EX-10.1 60.5 KB
• EX-10.2 EX-10.2 67.8 KB
• EX-10.3 EX-10.3 15.9 KB
• EX-10.4 EX-10.4 11.8 KB
• EX-10.5 EX-10.5 11.5 KB

Other Documents

• EX-3.1 EX-3.1 5.5 KB
• EX-3.2 EX-3.2 85.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.5 KB